Changes
by yurfuturemanga-ka
Summary: Every time Ben changes into Big Chill, his normal body starts to change from the inside. Ben, Kevin and Gwen do their research and find out that Big Chill's reproduction instincts become a part of Ben, meaning the he could become pregnant while still in his human form. Vilgax finds out about this and decides that if he can't have the Omnitrix, he'll have the human child. Rated M
1. Chapter 1

_Chapter one: Sleepless_

Ben woke up, his bright green eyes staring straight at his room's ceiling. He turned his head over to his right and looked at the bright red lights of his alarm clock on his bedside table. He closed his eyes and groaned, pulling his blanket over atop himself; covering his face.

It was 2 O' clock in the morning…

He was so sleepy, but as soon as he went back to sleep; he'd wake up again. He didn't know what was going on… He had a big headache, it has been hurting for the last few days, and his eyes were throbbing. He tried taking aspirin, and it did work, but it would only last for a few hours then it would go back to hurting. It hurt so bad, he almost felt like crying. But he can't cry, crying's for wimps.

He angrily pulled his blanket off of him and sat up on his bed, wiping the sweat that coated his forehead. He furrowed his brows and buried his head in his hands. Then he let out a frustrated sigh and got up from the bed. He shivered slightly and rubbed his arms, it was a little cold and he was barefoot; his feet touched the cold wooden floor but he started walking, ignoring the feeling.

He headed towards his door and left his room. He stopped by the bathroom to look at himself in the mirror. He stood in front of the sink staring at his reflection. He lifted a hand and touched the mirror, almost as if he wanted to touch himself through the mirror. Then his emerald eyes wandered to the hand he lifted.

It was his left hand. His green eyes trailed down his fingers, down the back of his hand and stopped at his wrist. Only he didn't see his wrist. He saw the faint, glowing green light coming from the omnitrix. He smiled at it. Then walked out the bathroom and went down the stairs and into the kitchen.

He drank a glass of water to cool down. It worked a little bit, but it wasn't enough. He thought about what he should do now. He was tired, but if he were to go to sleep again, he would just wake right back up. He could watch some TV until he knocked out on the couch… then a thought occurred to him.

He wanted to fly. To get his mind off of things. And if he was lucky, there would probably be a burglary or something that he could handle by himself. He smirked, then quietly went outside the back of the house, not wanting to wake anyone that was sleeping. He quietly walked on the soft grass and stopped; raising his left arm and his right hand twisted the omnitrix until it landed on the alien he wanted. It was Big Chill. He could fly with him. He was about to slam his right hand on the omnitrix, but then he paused; thinking about something.

Big Chill is an alien who has already taken control over him more than once. _Maybe that's why I've been getting headaches a lot lately…?_ He thought to himself. But how did the headaches relate with Big Chill? He shrugged his shoulders and got ready to turn into the alien. He could always find out later about it. He let out a sigh and then slammed his right hand onto the omnitrix.

A bright green light engulfed him and he was transforming. There were no words to describe the feeling that took over his body when he transformed. No matter how many times he did this, he still didn't get used to the feeling. It was a weird sensation; feeling your anatomy change and reconstruct itself was foreign, but there was no pain. But there were no words to describe it. He sucked in a small breath and shivered at the feeling, then it was all over.

Ben looked at his left wrist and didn't find the omnitrix there. He found a dark cobalt, almost black, hued wrist instead. He looked down towards his chest and found the light glowing green of the omnitrix symbol there. He was Big Chill.

"Big Chill…" He whispered and shivered slightly at how his voice always sounded when he was Big Chill.

He currently had his wings wrapped around him like a cloak. He looked around, his strange emerald eyes looking around to see if someone saw him, then he stretched his large cobalt butterfly wings and flapped them; testing them to see if they worked correctly. He took a deep breath and began to flap them gracefully until he was off the ground and a couple of feet in the air. He looked up at the dark inky night sky, staring at the bright stars. There were hardly any clouds tonight covering the stars and the moon. Then he looked around where he was. He didn't know where to go, so he just started flying upper until he was a couple hundred feet from the ground.

He decided that he should just fly where his instincts told him and that was Mr. Smoothy.

He started heading towards his destination and he smiled when he was soaring through the night sky. Big Chill liked the way the cool air brushed his dark blue antennae and face. He purred slightly at the feeling the air was giving his antennae, his green eyes hooded in mild pleasure at the feeling.

His eyes widened slightly as he arrived at his destination. His green eyes widened a little more when he saw a familiar green with black stripped car parked in the parking lot of Mr. Smoothy. It was Kevin.

Big Chill landed on the giant Mr. Smoothy and looked at the car. Kevin was currently leaning on the hood of it, arms crossed with his eyes closed. The cool wind picked up again and Big Chill purred at the feeling on his antennae.

Kevin, with his perfect hearing, heard the alien and said, "Benji, shouldn't you be in bed or something?" then he turned towards Big Chill's direction, thinking that it was strange for a sound like that to come from the alien or Ben for that matter.

He eyes landed on the alien, he was wondering which one could make that sound, and it was Big Chill. He didn't know Big Chill could make a sound like _that_, but then again every time when Ben changed into Big Chill, he rarely talked. The alien was a strange one.

Big Chill sighed and jumped down to the concrete floor, wings beautifully spread, landing gracefully on his strange feet a few feet away from where Kevin was at. Big Chill then started walking towards the black haired teen and while he was doing that, his butterfly-like wings started wrapping around him like a cloak. He stopped in front of Kevin, just half a foot away and spoke in his bone-chilling voice.

"I cannot sleep…" He said and closed his strange green eye for a moment, but then he opened them again when Kevin spoke.

"Why? Is something wrong?" he asked, feeling concerned for Ben.

Big Chill hesitated, and thought for a moment. Having seeming to end with the little conflict inside his head, he nodded his head and pressed gently against the green glow of the omnitrix on his chest. He sighed as he felt his body change back into his normal human form. Then he looked back to Kevin, who was slightly taller, and smiled at him.

"It's nothing Kevin," He said, trying not to sound exhausted, but failing miserably. "I'm fine."

Kevin begged to differ, he saw those emerald green eyes, filled with exhaustion; but he didn't comment on it. He didn't want to bother Ben any more than he already was.

He nodded, and then asked, "Do you want a smoothie?"

Ben's eyes widened happily when the question graced over his ears. He looked up at the other teen, and nodded vigorously answering Kevin's question. He was happy that Mr. Smoothy had a twenty four hour drive thru. And Kevin was treating, thank goodness because he didn't bring his wallet; he was in his pajamas.

"Okay come on, get in the car so we can drive up through the Drive thru." The raven haired teen said as he motioned the smaller teen to his car, apparently, people couldn't order from the drive thru without a car.

Ben Shivered slightly at how cold the concrete floor was, he was still barefoot. He was grateful when he sat in the passenger seat of Kevin's car. It was warm in there, and he put his feet on the seat, hugging his knees and resting his chin on them. He was so sleepy, he closed his emerald eyes but they snapped back open when Kevin's door opened then shut itself closed, startling the teen awake again.

Kevin noticed this and smirked at the reaction that the brunette did. He started his precious car, then turned and drove into the drive thru. There was a lady there this time. She smiled at both the teens and asked what they wanted to order.

Kevin turned toward Ben's direction, his eyes silently asking the smaller male what he wanted.

Ben cocked his head to the right a little, thinking about what flavor he wanted. He had a strange craving for fruity things at the moment so when he decided what he wanted, he told Kevin.

"One large mango and strawberry smoothie, please." He said to the woman.

She smiled again and nodded. "That will be three dollars and seventy five cents, sir."Once Kevin handed her the money, she left both the teen's sight to make the smoothie.

Kevin turned back towards the other teenager and spoke.

"Why fruity all of a sudden? You usually get the candy-filled ones." He said as he turned on the radio and stared at the brunette.

Ben tiredly sighed. He didn't know why he wanted that at the moment so he just shrugged his shoulders and said, "I don't know," then he looked up at the raven haired teen. "Why didn't you get anything?"

Kevin stared at the teen next to him; he looked at how tired those green eyes looked and the position Ben was in. His friend looked a mess. His eyes narrowed slightly, then he answered.

"I didn't feel like getting one for myself, I changed my mind as soon as I ordered for you." His attention got distracted from the voice of the woman that worked at the smoothie shop. He turned towards her and took the smoothie from her and said 'thank you' then drove up to the parking lot of the small building.

He handed Ben his smoothie and sank back in his seat. He lightly gripped the wheel from the driver's seat and listened to the slurpy sounds Ben was making while he was drinking from his smoothie.

Ben's eyes were closed; he was clearly enjoying the smoothie. It felt good, the cool fruity liquid going down his throat and into his belly. He was half way through the large smoothie when he finally opened his green eyes and grinned a 'thank you' to the other teen. Then a thought occurred to him.

"Hey, how come you're here too, in the middle of the night?"

Kevin nodded at Ben when he saw his grin, but the stiffened at the question the brunette just asked. He thought about his answer. He honestly didn't know why he was here. He was sleeping in his bed, but then suddenly he woke up. He had the urge to go outside for some reason, and he found himself here with the other teen. Kevin shrugged and told Ben what he just thought about.

Ben seemed surprised, then nodded his head and told Kevin why he was here too.

"I haven't been able to sleep for the past few days and tonight I woke up for the thousand time, then I had the urge to fly, so I turned into Big Chill and after that my instincts told me to fly to Mr. Smoothy and I found you here." He then started to sip at his smoothie again and hummed in happiness when he tasted the smoothie. He liked the sweet taste of the mango and strawberry; it made him smile at how delicious it was right now. Then he looked at the other teen, who was staring at him, and offered his smoothie to him to see if he wanted some.

Kevin waved his hand and shook his head slightly at the offering. He didn't feel like drinking a smoothie in the middle of the night. He looked to the window, feeling that someone was about to step into the conversation they were having, and sure enough he was right. He saw a faint glowing pink just outside the car window. Ben saw it too, and they both knew that it was Gwen. Both teen-age boys looked at each other, and then both got out of the car.

"What are you guys doing here?" she asked when she saw them get out the car and walked closer towards them.

"We were just about to ask you the same thing." Ben said as he finished his smoothie. "Well _that_, and we were also talking about why we came here too."

Gwen stared at them; she was surprised in the least to find both guys here too. She narrowed her dull green eyes and sighed.

"I was asleep, and I woke up just now and something told me to come here…" she said.

Ben gasped, his mouth wide open along with his eyes while Kevin's eyes narrowed at what the girl said. Something was up.

"Something's wrong here." Gwen said as she pulled a hair tie that was around her wrist and started to tie her bright, long auburn hair into a loose pony tail.

"Wrong?" Ben asked, he thought something fishy was going on here, and he didn't like it.

"Well, not _wrong_ like bad, but wrong as in strange." She said when she finished her pony tail. "Why did we all wake up in the middle of the night and come to the same place?"

"Well, Benji has woken up a lot of times for that past few days he says." Kevin said as he crossed his arms, thinking. Why has he been waking up in the middle of the night lately? The kid seemed to be tired a lot lately now that he thought about it. The days this past week, he's seen Benji acting strange. Strange as in tired and sleepy. But he just shrugged it off and thought of it as nothing until tonight. Ben even came as an alien, and it was as Big Chill. Kevin was beginning to think harder at this subject. Why did Ben choose Big Chill of all the aliens? Sure Big Chill could fly and all, but he could've chosen a different alien or even walk himself in his normal form to Mr. Smoothy.

Then something occurred to the raven haired teen.

What if Big Chill had something to do with this? When he thought about it really hard, the alien had taken complete control over the brunette's body and mind. And it has happened more than once. But Ghostfreak had controlled him too. But, for some reason, Kevin thought that the butterfly-like alien had something to do with this.

Kevin sighed and rubbed a hand over his face. It was hard to think when you were tired. He tried to imagine how Ben felt. The other teen said that he hasn't slept well for _days_. And that's really bad.

Gwen stared at Kevin for a moment, then knew that the raven haired teen was thinking about something. About something important.

"Kevin?" she question, curious as to what he was thinking about.

Ben, too, saw this and was curious too. He didn't know what was going on, and he wanted to find out.


	2. Chapter 2

**I know, I know... (Looks down, staring at her shoes) I should be working on Graveyard Dancing, but this story just popped out of my twisted little head, and I just had to write it DX forgive me!**

**But here is chapter 2!**

* * *

_Chapter two: Research_

Ben was slightly annoyed right now. He was currently in his room again, sitting on his bed and his back against the head board of his bed while hugging one of his pillows with his legs crossed. He and Gwen asked Kevin what he was thinking about when they were at Mr. Smoothy, but Kevin just shrugged his shoulders and said that they should all go back to bed and that he'll tell them in the morning. The brunette was slightly worried that whatever Kevin was thinking was going to be bad… he didn't like bad. Bad was… _bad_.

He sighed, thinking about what he should do at the moment. He was still very tired. He looked back to his clock on his night table. It was four thirty in the morning. He groaned and rubbed his left hand over his eyes.

His emerald eyes blinked slightly at the green glow of the omnitrix, getting used to the light. His brows furrowed slightly as he looked at the device. His mind went back to the time he was at Mr. Smoothy a few hours ago.

When they were all about to leave Mr. Smoothy, Kevin insisted him that he would drive both him and Gwen back home. Ben said that it was alright, that he would just turn into Big Chill again and fly home, but the raven haired teen said that he should stop whining and that he should take him up on the offer home. Ben thought it to be weird, but accepted it anyways. But… he wanted to fly again. He had that strong urge to turn into the butterfly-like alien and soar through the sky. He thought it was strange to have the urge of flying so badly within him.

Ben slid down to lay on his bed and tried to go to sleep. He shut his eyes tight, hoping that he would just go to sleep, and it started working. He was grateful for it. He sighed happily and smile. His smile disappeared slightly as his thoughts were dragged into unconsciousness. His breathing even, indicating that he was sleeping a peaceful sleep.

Ben groaned slightly. His eyes fluttering as he was waking up. The sun light was pouring through his windows and onto his bed, warming his body.

He was currently faced down on his bed, his back to facing his room. He slowly rose, his back arching at the position he was in. he looked around sleepily, looking for something. He finally found what he was looking for. It was the clock on his night stand. His eyes widened as he looked at the time.

It was fifth teen past twelve in the afternoon.

_I over slept? _He thought in surprise. _I haven't done that for the past week. Man, what's wrong with me?_

He slowly straightened up into a sitting position on his bed, with his legs crossed. Ben sighed and ran a hand through his rich chestnut hair. He paused slightly at the action. He felt sore. He stretched one of his legs and sure enough, his thigh started to ache at the pressure from his muscles. But why was he sore? He only got soar when he was sick, didn't move at all and when he exercised way too much. And he hasn't done any of that lately.

The teen stayed there a moment longer, sorting out his memories; thinking about a time this week that would cause him to become soar all of a sudden. He didn't have much luck with that so he decided to get ready for the rest of the day that was left from not sleeping.

After he took a shower and got ready for the afternoon, he went outside. The sun was really bright, but it was a little chilly. He shivered and rubbed his sleeved green arms. He was wearing his green jacket, but it was still cold.

The teen looked up at the sky, emerald eyes squinting as he stared at how bright it was. His eyes widened slightly as he remembered that Kevin said to meet him today at Mr. Smoothy. He, Kevin and Gwen were supposed to meet again today because the raven haired teen said that he had something to tell them.

Ben started walking down the road to Mr. Smoothy's but paused between steps. His legs hurt, he was still sore. He cocked his head to the left slightly, thinking. He thought that taking a nice warm shower would cease the soreness, but it seemed that it didn't work. And it was cold, making the aches hurt even more. Then he had an idea.

If he turned into Big Chill, then he wouldn't have to move as much if he flew to the smoothie shop. Plus it was cold outside and the butterfly-like alien could withstand extreme heat and cold.

He nodded to himself when he decided to change into the alien. He looked around where he was at right now. There were no people around at the moment, but he still went behind a large oak tree and slammed his right hand on the omnitrix once he found the alien he wanted.

The brunette shivered slightly at the feeling of changing but then let out a deep breath when it stopped.

"Big Chill." He said.

Big Chill climbed the tree he was hiding at and stopped once he got to one of the highest branches, sitting on it, his big dark blue wings pressed against his back. He reached outward, stretching his arm to see it he felt sore or achy. He barely felt it, but it was still there. His strange green eyes narrowed at the feeling.

He shrugged; at least he wasn't cold anymore. Then he stood up on the branch, balancing gracefully, and stretched out his beautiful wings. He flapped them, making sure that they were working properly, then took a deep breath. The alien gathered all the strength he had into his legs, crouched, and jumped really high and got out of the tree. He was up in the air when he jumped and when he started to fall, he flapped his wings a few times until he started to fly upwards and into the sky.

It wasn't until Big Chill looked down that he noticed that he was really high up. He could almost see the curvature of the earth… almost. But then the alien descended until he was close enough to see where he was going.

The wind picked up slightly and gusted over his body. Big Chill purred at the feeling the wind gave to his antennae. It made him feel relaxed and even a little sleepy too. He liked the feeling a lot.

Big Chill focused once he saw the big Mr. Smoothy sign and landed on it. He looked around. There were a few people, but they were too focused on what they were doing too see the alien. Then he found Kevin's car parked in the parking lot.

The alien quietly flew down and when he was on the concrete floor, he pressed the omnitrix symbol on his chest and change back to normal.

Ben walked up to the car, its windows were tinted black so it was kind of difficult to look inside, but he managed. Kevin and Gwen were in there. They were talking, and from the looks of it, it looked serious. He knocked lightly on the passenger door window, and that brought the other teens attention.

They sighed in relief when they saw the brunette. Gwen opened the passenger door and let Ben sit there instead.

"Do you want me to get you a smoothie?" she asked him as he started to sit down. He looked up at her, tears almost welling up in his big emerald eyes at his cousin's question. He almost wanted to hug her. He almost did, he was about to jump at her and tackle her to the ground but as soon as he was going to spring up from his seat; his muscles seized up with pain and he curled up in his seat. Knees up to his chest and his arms hugging himself. He groaned at the pain and buried his head in the small space that was between his chest and his knees.

Kevin and Gwen's eyes widened at what they saw. The charm caster was about to go and help her cousin but was stopped by Kevin.

"You should go and get him a smoothie to make him feel better. I'll take care him for now." He said and turned his attention to the curled up teen next to him, then added "Oh, and he likes fruity smoothies right now…" without even taking his eyes off his friend.

Gwen hesitated. She didn't like how Ben acted just now. She knew something was wrong and that something bad was going to happen. But then she nodded and decided that she'll go and get Ben's smoothie. She hoped that the smoothie would help cheer her cousin up, or even make him feel better. Then she turned and left the two boys.

Kevin sighed when Gwen left them. He stared a little while longer at her retreating form and then looked down at the brunette crouched in pain.

"Hey, Benji, you okay?" he asked the other teen, and grabbed his shoulder.

Ben jumped slightly at the physical contact and hugged himself tighter. He felt like he was more protective of his body.

Kevin saw this and removed his hand. He narrowed his eyes as he studied the teen next to him. Then he continued speaking.

"What do you feel, Ben?" he asked. "Pain? Sore? Headache?"

Ben lifted his head and turned towards the raven haired teen's direction. He stared at him for a moment before he opened his mouth to speak once the pain receded.

"When I woke up this morning-" Ben paused when Kevin gave him a look when he said 'morning', but then continued. "When I woke up this _afternoon_, I was sore. I haven't done anything that could make me sore this week. And just now, I was going to jump on Gwen to hug her as a thank you. But then all my muscles started to ache really bad…"

Kevin listened to what the other teen was saying. He wondered why this was happening. He thought it was strange. This hasn't happened before. He narrowed his eyes, staring at Ben.

"Ben, how did you get here?" he asked him. For some reason, he knew how. And he didn't like that.

"I was walking, but my legs started hurting; they're sore. So I decided to turn into Big Chill and flew over here instead." The brunette answered, not sure where Kevin was getting at. He wondered if Big Chill had anything to do with this…

The raven haired teen looked at the other, then he sighed and scratched his head. So he changed into Big Chill and flew over here… For some reason he thought that the alien had something to do with this-

His thoughts were interrupted when he heard one of the back doors to his car open. He turned his head to see who it was, it was Gwen, and it looked like she had a large smoothie with her too. He smiled at her, then poked Ben on the shoulder and told him to look back.

Ben shivered slightly at the pokes, but then turned his head and a big smile appeared on his face. He twisted his body slightly so that he was facing Kevin and Gwen, but flinched at the movement. It hurt.

Gwen smiled back at her cousin when she saw his smile, but she frowned when the saw Ben's face twist in pain when he moved to face her and the raven haired teen. She handed Ben his smoothie and spoke.

"It's strawberry, is that okay?" she asked, Kevin said fruit so she went with strawberry.

Ben sipped at it, tasting the smoothie. He smiled in delight when he tasted the strawberry. It was good. He nodded to her vigorously and said 'yeah' then continued to drink the cool drink.

"Are you okay, Ben?" the charm caster asked. She was worried. Before Ben got here, she and Kevin were talking about last night. Kevin told her that he had a feeling that Big Chill was involved with this somehow. She asked Kevin how he would be involved with Ben right now, and his reply was that the alien has had control over Ben before, so why wouldn't he do it again? She thought about it for a moment and was about to ask something else to the other teen, but that was when her cousin showed up and had starting hurting.

"I'm Sore that's all," He said when he stopped drinking the smoothie to catch some air. "But other than that, I'm fine."

His cousin gave him a look that was filled with worry and concern. He kind of felt bad that he didn't tell her anymore, but that was it; he didn't know anything else that was wrong with him at the moment. He looked over to Kevin, not knowing what else to do, and silently asked him to say something with his emerald eyes.

The raven haired teen noticed this and cleared his throat, bringing Gwen's attention to him now. He decided that it was time to tell Ben what he and Gwen thought was happening to him. Gwen nodded at him, telling him that it was time to talk.

"Benji, we need to talk." He said as he turned to stare at the brunette, who was currently drinking down his smoothie.

Ben looked up from his drink when Kevin spoke. "About what?" he said after he swallowed the bit of smoothie he still had in his mouth.

"About you," His cousin said, right before Kevin could say it.

"What about me?" Ben asked. He felt worried about being the subject of this conversation.

"Well, that's what we don't know yet. We're trying to figure that part out at the moment." The raven haired teen said after a moment of thinking.

Ben thought for a moment, pausing on his drinking ministration's on his smoothie. His mind wandered back to when he woke up feeling sore and achy all over his body. Not being able to sleep well for almost a whole week… and for some reason, Big Chill kept on popping up in his mind. He didn't know what was happening, and that made him worry. Someone touched him on the shoulder again and he flinched. He noticed that he got a little more sensitive with physical contact too.

Kevin and Gwen both saw the flinch Ben made when the charm caster touched his shoulder slightly to snap him out of his thinking.

"Ben, when Gwen just touched your shoulder," Kevin said. "Why did you flinch?"

"I don't know," Ben said, carefully saying the words. "This started happening today…"

The brunette trailed off, not knowing what else to say.

"When Gwen left to get you your smoothie, I touched your shoulder and you jolted slightly, remember?" Kevin asked. "Then after that I poked you and you jolted again too."

Ben nodded, remember of what happened earlier.

Gwen started at Kevin for a few seconds then to her cousin. Then something occurred to her. She had been studying some type of magic for healing and stuff like that lately from a book she found in an old shop. Right now in the book, she was at a certain part where it talked about the human anatomy and how if she concentrated enough on a certain body she wanted to look into, she could see what was wrong with the person she was looking into and see if they were fine or not. She told Kevin and Ben, noticing the worry in her cousin's bright emerald eyes and the unspoken questions in Kevin's.

"I found the book I an old shop." She said to Kevin, but then turned to the brunette. "Do you wanna give it a go?"

Ben thought for a moment. Part of him wanted to do it to find out if there was something wrong with him, while his other part didn't want to do it because he was scared for knowing what might be wrong with him. What if it was something bad? What if it could kill him? What if-

"Let's go to the garage first." Kevin said when he saw that the teen next to him wasn't going to answer and when he saw the worry and fear in his eyes too.

Ben was sitting on a long metal table, his legs hanging from the edge it. He tried swinging them, but then he stopped; his legs were still sore. It was much worse than when he woke up, it hurt a lot. Gwen was sitting next to him too, Kevin a few feet in front of him leaning on his car.

He had agreed to let Gwen do what she asked back when they were at Mr. Smoothy, they all needed to know what was happening to him right now.

"Are you ready?" The charm caster asked and looked at Ben, noticing how fidgety he was. "I read in the book that you wouldn't feel a thing. But right now you seem kind of sensitive when someone touches you, and I am gonna have to touch you're your limbs and vital parts; are you sure about this?"

Ben thought for a moment. He still hasn't finished his strawberry smoothie and he currently had it next to him between him and his cousin, so he grabbed it and took three large gulps of it; finishing it. The brunette nodded when he finished, telling Gwen that she could continue.

"Okay Ben, here it goes…" she said with a little uncertainty herself. "I'm going to start with you head first, then go lower as I go."

Ben nodded and closed his eyes, preparing himself if there was going to be pain or the physical contact, and took a deep breath.

Kevin watched from where he was. He felt kind of useless right now. He didn't know what to do so he just stayed there, waiting for something to happen; something strange. If something was wrong with Ben, then he would ask the brunette to change into Big Chill and have Gwen do the same to Big Chill with what she's doing to Ben right now. His attention was brought back when he saw Ben shudder at Gwen's hand lightly touching the brunette's forehead.

Ben took another deep breath when he felt his cousin rest her hand slightly on his forehead. He opened his eyes again and found the black haired teen's eyes staring at him and his cousin intently.

He turned his head slightly, looking over at his cousin. Her eyebrows were furrowed slightly, mouth into a thin line; concentrating. And her eyes scared Ben. They were glowing that pink glow she always had when she did her magic stuff. She closed her eyes for a moment, then opened them again; still pink. The charm caster then moved her hand down to Ben's neck.

She felt the boy tense up but continued. She focused and looked around inside him. Gwen found his pulse point, and noticed that it was really fast right now.

"Kevin, take notes." She said, not looking away from her hand on her cousin's neck. "His pulse is fast at the moment."

Kevin hurriedly looked around for a piece of paper and something to write with, and after he found what he needed, he wrote what Gwen had told him. Then he stopped, waiting for anything else.

Gwen moved lower, down to her cousin's chest. Ben tried not to flinch but he couldn't help it. The girl noticed that his heart was even _faster_ when touched directly.

"Heart beat is faster when touched directly." She said, and heard the scribble of the pen Kevin was writing with.

When she heard the teen stop writing, she continued examining her cousin.

Ben felt weird. He's never reacted to any ones touch like this, and it freaked him out. He started to panic when he felt Gwen place her hand on his stomach. The brunette swallowed hard, trying not to wrench out of his cousin's touch. It felt strange. He turned towards her direction, and found that her face was very serious, concentrating. It scared him, because she wasn't like this earlier. He knew that she found something.

Gwen narrowed her pink glowing eyes, but then quickly widened them at what she found. Well, she wasn't really sure of what she found, but it's something that's definitely not supposed to be in a human. She stopped her magic and looked at Ben for a bit, eyes narrowed; back to their normal dull emerald colour.

Ben was desperate to ask what she saw or whatever it was she felt, but didn't because he didn't want to know. He looked over at Kevin, noticing that the teen was looking at the charm caster.

Gwen opened her mouth to say something, but then closed it again, not knowing how to word what she 'saw'.

"What is it, Gwen?" Kevin asked when he realized that neither Gwen nor Ben was going to talk.

"I don't know how to say it." She said after a moment of thinking

"Just say it how you think it would be," Ben finally said something. Even if he didn't want to, he needed to know what's wrong with him.

"You're normal in all your other parts…" She stared saying, "But, your belly…"

"My Belly?" Ben asked. His big green eyes wide with surprise, he didn't expect that.

"Yes, your belly, it's different." She said. "There's something…"

"What? What?" Ben asked frantically, getting worried. "Is something bleeding? Is something missing?!"

Kevin narrowed his eyes; his mind was brought back to Big Chill.

"No, nothing's missing, Ben," The charm caster said slowly. "Rather than that, something is _extra_."

"What…?" Ben began, but was interrupted by Kevin.

"What do you mean Gwen? Something that wasn't there before?" The raven haired teen asked.

"Yeah, something that wasn't there before." She repeated his words. "Something that doesn't belong in a human body at the most. It's like an opening of some sort…?"

"Oh man!" Ben exclaimed, burying his head in his hands, wincing slightly as he moved too fast for his sore muscles. "What does that mean?!"

"I don't know, Ben. There could be many things that could cause something like this to happen to you, I think…" Gwen began, but didn't know what else to think about, then she turned towards Kevin. "Kevin, what do we do?"

Kevin's eyes widened at the question.

_Why is she asking me?_ He thought to himself. He closed his eyes and let a frustrated sigh fall from his lips, crossing his arms across his chest. The raven haired teen thought about what they all just found out. So many questions popped into his head. What is going to happen to Ben? Is it bad? Good? Will he _Die_? Then another question popped into his head.

Did Big Chill have anything to do with this?

The raven haired teen opened his eyes and stared at Ben. The brunette was still holding his head in his hands. He must've been freaking out right now. Kevin was freaking out about his friend, then he tried to feel what the brunette was feeling too. He must be really scared or something.

"Ben, could you do me a favor?" He asked as he walked closer to the cousin's sitting on the table.

Ben looked up, out of curiosity and stared at the other guy. "What kind of favor?"

"Can you turn into Big Chill?" he asked.

"Why?" Ben asked, not knowing where the other was getting at.

"Because I want to see if what you have in your stomach is the same thing that Big Chill has in his anatomy." Kevin answered the Brunette then turned his head over towards Gwen. "And I want you to do the same that you did to Benji just now to the alien, okay?"

Gwen nodded, understanding.

But Ben was unsure… He felt that if he turned into Big Chill again, something was going to happen this time. But he needed to know what was going on with him so he nodded too. He slowly got up and stepped by where Kevin was.

"Okay." He said then walked to a clearer space so that he could transform without knocking anything down when he would expand the alien's wings.

He turned around towards his cousin and friend, facing them. Ben carefully lifted his felt arm close towards his face and then lifted his right, twisting the device on his left wrist until it landed on Big Chill. The teen then slowly raised his right arm slightly, his arms were sore too, then ignoring the pain; he slammed his hand down on the omnitrix, turning into the alien.

His great wings stretched out, showing how long they were. Big Chill flapped them slightly, testing them out, and then looked down to see the omnitrix' symbol on his chest.

"Big Chill?" the alien heard someone call out his name, then looked to see who it was; it was Kevin, Gwen sitting next to him.

"Big Chill…" Big Chill said his name as he nodded to them.

"Can you sit next to Gwen to begin what we need to do?" Kevin asked and stepped to the side, pointing where he wanted Ben to sit.

"Of course," Big Chill said and shifted his wings slightly to wrap them around himself like a cloak. Ben slowly stepped towards the table, noticing that he was a little sore when he was the alien too. He finally reached to where the tabled was and carefully sat next to his cousin.

He looked at Kevin, who was staring back at him, then to Gwen. The alien took a deep breath, then slowly let it out, noticing that his breath was letting out really cold air.

"You ready?" Gwen asked.

Ben nodded his head, antennae bobbing slightly at the movement, and closed his strange eyes while moving his strange hand to the part his wings were covering; lifting it slightly too reveal his stomach. Then he felt Gwen's hand on his stomach. He twitched slightly, antennae twitching too, noticing that he was sensitive as the alien too. Big Chill opened his green eyes and stared at the charm caster, still freaked out by the way her eyes would glow pink.

Gwen concentrated hard, not focusing on anything else but the alien's insides. She looked for something that resembled what Ben's normal body had at the moment. She moved her hand to the right side of the alien's belly, then to the left.

Nothing…

Then she moved upward, right below where she assumed his ribs were supposed to be. But there was still nothing. She moved lower, until she reached Big Chill's lower belly, and that's when she found it.

It was like the opening she found in Ben's normal belly. But what was it?

"He has the same thing…" she said mostly to herself than to Kevin and Ben.

"What?" Kevin asked. He was kind of hoping that she'd say something else.

"Big Chill has the same opening thing in his belly, like Ben does in his normal body…" She started.

"So this means that Big Chill did this to Benji?" Kevin asked, thinking about it.

Big Chill's eyes widened slightly, antennae twitching, and spoke.

"What does this mean?" He asked in his bone-chilling voice, rubbing a hand slowly on his stomach.

Then there was a strange feeling that took over Ben's head. It felt like he was falling, dizzy. He grabbed his head and whimpered, it was painful.

Then Ben was gone…

Kevin and Gwen became alert when they saw Big Chill grip his head in a vise grip and heard him whimper. Kevin stepped closer toward him but stopped when the alien collapsed on the table, going limp. Gwen stepped off the table and moved Ben to completely lay on it, Kevin helping her. They both stared at him, wide eyed and in shock. Then they stared at each other, not knowing what to do.

Kevin was about to take a step closer to the 'sleeping' alien to make sure that he was okay, but then he stopped right away, noticing that Ben was moving.

The alien was twitching a lot. Like he was having a seizure or something like that, and it made both the teen's staring at Ben panic. They didn't know what to do, and Gwen looked to Kevin and shook his shoulder frantically.

"What do we do?!" She practically screamed in his face.

Kevin rarely witnessed the girl like this, and when she did; it was going to be bad. Then a strange sound came from the alien lying on the table. Both teenagers blinked; there was nobody on the table anymore.

They heard a hiss from behind them and turned toward where they thought it came from.

Big Chill was there, on Kevin's car, crouched slightly staring at them, deciding if the teenagers were a threat to him or not. When he deemed them harmless, he straightened up slightly, relaxing.

"Ben?" Kevin asked, noticing that the alien wasn't reaction to his name he said, "Big Chill?"

The alien snapped his head towards Kevin, focusing his attention to his.

"What?" he asked.

Gwen narrowed her eyes slightly. That wasn't Ben. She knew it wasn't her beloved cousin at the moment. Kevin too noticed.

The alien had taken control of the boy again.

"Is Ben there right now?" He asked the alien.

"No… He is sleeping right now…" Big Chill said then after a moment he added, "He will come back shortly."

"Can you answer us a few questions then?" Kevin asked. "Before Ben comes back?"

The alien's antennae twitched at the question. "I suppose…"

"Could you tell us what's happening with Ben's human body?" the raven haired teen asked, swallowing thickly; somehow already knowing that he won't like the answer.

The alien looked away from Kevin, then looked back at him and Gwen; smiling. Big Chill seemed happy at the question and spoke in his bone-chilling voice.

"Certainly…"


	3. Chapter 3

**Chapter three: Answers**

Big Chill was sitting back on the table again, Kevin asked him if he could please get off of his car, after all; it was precious.

Kevin and Gwen were standing in front of him, there arms crossed over their chests and stared at the alien who has taken control of Ben once again. They both realized that this was the first time that Big Chill has spoken on his own free will since the times he has taken control over Ben. After a while of staring and awkward silence, Kevin began to speak.

"What's happening to Ben, Big Chill?" He spoke, unsure of how to word his question.

The alien thought for a moment, thinking about what he should say.

"He is… Changing from the inside." He paused when both teens gave him a look that said 'well duh!', then he chose different words. "Gwen… you saw it, that small space inside Ben's belly."

Gwen jumped slightly when Big Chill said her name. Then she remembered that the alien asked her a question.

"Yeah, you have it too." She said, "What is that?"

"That is the place where… I keep my _children_ when I breed…" he whispered, the alien was kind of hoping that the teenagers would put the puzzle pieces together with that answer.

Kevin sort of got it, sort of. He had to ask the question though to make sure that he was right. Gwen was right behind Kevin, but all she did was stare at the creature.

"Are you telling us that Benji has the same thing too?" he asked, almost yelling from the shock, "How did this happen?!"

Big Chill hesitated. He didn't know how to explain it in order for the kids to understand. How should he say it? He decided to say it in the easiest way he could think of.

"Every time when the boy transformed into me, my reproductive parts were also passed on to him." He began. "Ever since the boy got the omnitrix, and my alien species to turn into, there has been an… _amount_ of times that when he chooses to turn into me, my reproduction instincts became a part of him."

"Wait, so you're saying that there were a _number _of times he had to change into you before all this could happen?" Gwen asked, sinking in what she had just heard into her brain.

"Yes." The butterfly- like alien responded. "There was a number of times for the boy to change into to me for this to happen. Last night when he awoke he turned into me. Today when he woke up, he turned into me again. And just now, when you-" Big Chill pointed accusingly to Kevin with his strange finger, "Asked him to change again, it completed the full transformation. There were three more times, and when this happened; well… I guess you can take a guess."

Both teenagers stared at the alien, wide eyed, not knowing what to think. This was very surprising to both of them; they didn't even expect this at all. Ben can have babies now? And as a _GUY_!? That was so weird to them. Kevin and Gwen gave worried glances at each other, not knowing what else to do. Then the creature spoke, getting their attention.

"Benjamin will be waking up soon…" He said in his bone-chilling voice. "Anymore questions?"

"Yes…" It was Gwen who spoke first. "So does this mean that every eighty years, like your kind, he's going to have a baby?"

The alien froze, his strange eyes widened and his antennae pressed against his head. He didn't want to talk about that. But he had too, in order for the boy to be prepared.

"Well… not exactly." He finally said.

"What do you mean?" the charm caster asked.

"It will be more complicated for the boy. He can be with child when he is _willing_…"

"Willing?" Kevin asked this time before the girl could ask.

"Yes, when he is… how do you say it…" the alien trailed off, searching for the right word. "_Mating_…"

"Wait, what?" this time both teens said it at the same time, they looked at each other then back to Big Chill. Kevin didn't like where this conversation was going…

"When a dominant male wants to mate with the boy, and the boy is willing-" the alien paused when the teenagers gave him a really grossed out look, but then continued. "Then he will be full with child… _But_ he has to be willing, _body _and _soul_."

"That's not possible, he's a guy!" Gwen said, weirded out by the fact that her _male_ cousin can have babies now.

"But it is possible… in other planets." Big Chill trailed off, "And now in this one, the boy is the only human male that can now…"

"Can… Can we get this undone?" Gwen asked.

"There is no way to get this undone… what is done is done." The creature closed his eyes and crossed his arms across his chest, covering the symbol on it. "But he can manage as long as he does not mate with a male…"

Kevin crossed his arms, and looked down. He knew that when they explained everything to Benji, he'll freak. Should he and Gwen tell him? He didn't know. But if they decided not to tell him, would it be okay? He knows that Benji doesn't go for the other team, but he should still know.

"Just one more question," Kevin said. He continued when the alien nodded. "Why is Ben sore all of a sudden?"

"That is because the boy's body is reacting to a foreign object in his body…" Big Chill said.

He saw both teens visibly sigh in relief when he said that. Did they think that it was something bad? He chuckled slightly at how worrisome this species is… but he tensed up after a moment. The boy is waking up.

Kevin and Gwen saw when the alien tensed up, back straight and antennae twitching slightly.

"I must leave." Big Chill said as he unwrapped his wings, baring the omnitrix symbol on his chest. "The child is waking up. But before I go…"

Big Chill trailed off and got off the table and stepped towards Kevin and brought his strange mouth to the teen's ear.

"You will begin to feel it…" He whispered in his chilling voice.

Kevin resisted the urge to step back and asked quietly, "Feel what?"

The alien made a hissing sound that sounded like an amused laughed. Then Big Chill spoke. Kevin could practically hear the smirk in the alien's voice.

"The overwhelming feeling to _dominate_ the boy…" he said in amusement.

Kevin practically choked on the air he breathed into his lungs.

_What did that mean?_ The raven haired teen thought a little shakily. _There is __**no**__ way that, __**that**__ would ever happen. I would never do that. And ewww..._

He turned to Gwen, because he could feel her staring at him, and he saw the questioning look in her green eyes.

"It's nothing." He shrugged to her. Good thing he was a good liar, because otherwise she would know that he was lying.

Before the teenagers had the chance to react or say anything else, the alien sat back down on the table, raised one of his strange hands to his chest, and pressed on the green symbol. The teens watched as Ben came back. He was sitting straight up on the table. His emerald eyes dilated to a big size, that you could barely see the bright emerald green because the pupil was so big, and glazed with exhaustion and calm, not really staring at anything, and his mouth slightly open.

Kevin and Gwen stared at him for a moment, realizing that he wasn't going to do or say anything unless one of them got his attention. So the raven haired teen walked closer towards the teen on the table and waved a hand in front of his face. Gwen and Kevin sighed in relief when they saw that Ben's eyes adjusted and focused on Kevin's face.

He slowly lifted his left hand to his head, he had a headache. "What happened…?" he murmured groggily.

Kevin and the charm caster didn't know what they should do. Gwen didn't think it was a good idea to tell her cousin about what they just found out about him when he just seemed to wake up and look all dizzy-like. Before Kevin had the chance to speak, she stepped closer to the boys and gently pushed Kevin's head out of the way from Ben's sight so her cousin could see her as she spoke.

"We'll tell you when you're less out of it, and when you're more refreshed," She said gently to the boy.

The raven haired teen was about to complain about Gwen pushing his head, but then closed his mouth when he heard her say what she said to Ben. He sighed through his nose and nodded. She was right. He didn't think it would be a good idea to tell Benji what they found out about him when he was in a state like this. He would totally freak out and flip.

Ben winced slightly at her words. If they didn't want to tell him now, and wanted to tell him when he was more focused, he knew it was bad. And for some reason, they took him to his room and wanted him go to sleep. It just didn't make sense that first his cousin was telling him that they'll tell him what was going on when he's more focused, and now they want him to sleep. It confused him, but he went along with it.

"If I take a nap, do you guys promise to tell me what's going on?" He said as he sat on the center of his soft bed, Kevin leaning on the wall next to his bed and Gwen sitting on the edge of his bed. He looked at both of them, and when Kevin nodded and Gwen said 'yes', he nodded to himself and said that they could stay in there if they wanted until he woke up.

Kevin and Gwen watched in silence when Ben got more comfy and began to drift into a sleep he really needed.

**/**_It was dark. Pitch black. Everywhere you looked, only black. Emerald eyes looked around the dark place frantically. The teen started to hyperventilate when he couldn't seem to make out any shape or form. And what was worse was that there was no sound._

_The only sound he heard was his breathing and the white, hot blood pounding in his ears. He started to walk, noticing that his body wasn't hurting anymore. _

_Why didn't it hurt?_

_He started running when he was sure that he wouldn't be hurting. The running seemed like forever to the boy. Nothing changed, it was still black everywhere. He gave up running when he started to get that side cramp he always gets when he runs a lot, and stopped to a halt. He looked up; black._

_He felt lost. _

_He collapsed onto his knees when his legs started to feel like jelly. Ben Knew this was a dream. He knew from the beginning, but it still felt so real. The feeling of being alone in a dream is scary. It frightened him. What frightened him even more was that he tried to imagine how being lonely in real life would feel like. Surely it had to be worse than in a dream. But he wasn't lonely. Gwen and Kevin and Julie were all there for him. He had friends. He needed them, not that he'll ever admit it to them, but he needed them. He didn't know what he would do if he were to ever lose them._

_He was brought back from his mind when he heard a faint flapping sound. He looked around, trying to see who or what it was but couldn't see anything. The flapping got closer and he started to panic. Who or what was it? _

_But then the flapping sound suddenly stopped when it was really close to him. The boy looked around frantically, trying to see who it was. _

_"Sssss…" _

_Ben heard the hissing sound and literally jumped a foot in the air and yelped in surprise. The sound was __**really**__ close to him. The teen whipped his head in the direction he heard the sound and then Ben saw it. The silhouette of someone behind him._

_He took a step back. Then a few more. He didn't know who this person was, so he was alarmed. He narrowed his large emerald eyes and stared at the shadowy figure he could barely make out of. Then, he noticed a cloak._

_"Big Chill…?" He whispered. He wasn't sure if the alien was him or not._

_"Big Chill." The alien answered back in his spine-chilling voice._

**_Yup, that's definitely Big Chill_**_, the boy thought after he suppressed the small shiver crawling down his neck and back. _

_Then he realized something. Big Chill is talking to him in his dream. That's a first. Was this important?_

_"What are you doing in my dreams Big Chill?" he asked. He didn't want to know. The boy had a feeling that this was a bad sign._

_Ben saw a faint green glow come from where the alien was at. It seemed that he had unwrapped his wings and started flying around the teen. Then the alien began to speak. _

_"He's coming…" the alien whispered in his ear, the boy shuddered, but it also echoed in all of the dark space._

_"Who's coming?" He asked, wanting to know the answer._

_There was dead silence. Even Big Chill's wing-beat stopped. It was a silence that Ben didn't like. The kind of silence that made it seem like forever and made your heart beat accelerate at an alarming speed, that he thought will explode in his chest or something. _

_Then that bone-chilling voice that belonged to Big Chill whispered into his right ear, making Goosebumps surface on his whole body. _

_"The Conqueror…"__**/**_

Ben jolted awake, his green eyes wide open. His hand came over on top of his forehead, and the teen noticed that it was wet. Sweating in his sleep. He groaned and rolled around in his bed. He stretched his limbs but cried out in surprise and pain. Still sore. Why?

_I wasn't sore a while ago… _Ben thought, then he did a face palm. _Duh… I was dreaming._

Then he remembered that Gwen and Kevin were in his room and he looked around.

Kevin was sitting on the floor, Gwen sitting next to him, their backs resting against the bed, but then they heard Ben cry out and they tensed up; twisting their torso's and looked at the teen on the bed. They sighed in relief when the brunette gave them a big grin and waved at them with a hand, indicating that he was okay.

But still even if Ben said that he was okay, they were still worried.

"You okay?" Kevin asked.

Ben nodded his head as he slowly and carefully crossed his legs on his bed, wincing slightly at the achy feeling of protesting muscles. "Yeah. Still sore though…"

Kevin and Gwen looked at each other when he said that. They thought about the time they were at the garage not even an hour ago and questioned how they were going to tell the teen what happened when he was passed out.

They had no idea.

Ben cocked his head to the right slightly, looking at the other teens thoughtfully. He was starting to think about what Gwen said earlier.

"Hey, how did you guys get the answers to our questions when I was knocked out earlier?" He asked, knocking Gwen and Kevin out of their thinking tracks.

They both looked at him. Then after a few moments of what seemed liked forever to Ben, his cousin turned her attention to Kevin and said, "You go."

Kevin sighed. He had a feeling that she was going to make him answer Ben. He got up from the floor and sat down on Ben's bed, sitting crossed-legged in front on each other.

"It's a rather long story Benji…"

**A/N: For the group that thought I died or something... YOU'RE WRONG! ... Lol, ummmm... I've been very busy these past few months, but I didn't think that It would take me MONTHS to update and stuff.. sorry. But here's the new chappy for Changes! **

**And please, I'm begging you people... I have no idea how Vilgax will find out about what has happened to Ben... /.\ Can you guys give me some ideas? maybe I'll get a whole bunch of Ideas from you guys and mix them up together with a twist and a pinch of me... and please review, those are nice:3 **


	4. Chapter 4

**Hi guys! how are my little pretties doing? **

**I am sooooooo sorry i have not updated anything for a long while... I was doin' some stuffs that got in my way:/ Buuuuuuut, I have all summer to update:D**

**Oh, and I am completely in the Writers Blocked zone for _Graveyard Dancing:( _so for now, it's at a temporary halt... I don't wanna, but I promise that i will blow your minds with the next chapters for _Graveyard Dancing:)_ **

**Oh, BTW I'm in Canada:D **

* * *

**Chapter four: Confusion**

"What…?" he whispered in shock, thinking that he heard Kevin wrong or he was playing a really sick joke on him.

He saw that Kevin had a serious face. Scratch out the **playing-a-really-sick-joke-on-him**. So he must've heard him wrong. Or at least he hoped he misheard what the raven haired teen had told him.

"Ben," Kevin said after a moment of staring at each other. "I know this is difficult to take in, because it's so sudden, but you didn't misunderstand what I just said. What you heard is true."

Ben slowly straightened his back from hunching, wincing slightly at the sore pain, and looked at his friend in the eyes.

"You're saying that I can have babies now?" He asked a little calmer than He, Kevin and Gwen thought he was going to respond differently. When he saw that Kevin nodded his head, he continued. "And Big Chill took over my body and mind again and told you guys everything?"

"Yeah," Gwen said when she sat at the edge on his bed.

Ben hunched over a little, his shoulders shrugging slightly as he tried to hide like a turtle. When the sore, achy feeling started to become uncomfortable, he closed his green eyes and with a sigh, his back straightened a little and his shoulders relaxed. Then, after a moment of silence he asked, "What else did he tell you?"

Kevin and Gwen didn't feel like talking about the brunette's sexual stuff that Big Chill told them about. It was personal for Ben and embarrassing for all of them to talk about… But they had to tell him, he had to know everything, no matter how weird and awkward the situation was.

Kevin cleared his throat, getting both Ben's and Gwen's attention. He didn't think that Gwen wanted to tell him, and he looked at her, searching in her eyes if she was going to leave or stay to help him.

Gwen got the message and she sighed, thinking about her options. She could stay and help Kevin explain it… But that would be sort of embarrassing for Ben when they're talking about it because she is a girl.

And his cousin.

"I think I'll have to pass this one up on this one Kevin…" she said after a moment, then she turned to Ben. "Ben, I don't think that you'll feel comfortable talking about this while I'm here. I'm gonna go outside and see if there's trouble."

Ben's big dove emerald eyes widened at his cousin's words. Was it really that bad to talk about what Big Chill said? All he managed to do was nod and stare in disbelief as she got of his bed and walked out his bedroom door; leaving him alone with Kevin. His eyes lingered on the door a little while longer until he heard Kevin take in a long, deep breath.

Kevin watched Ben's gaze from the door switch to only focusing at him. He watched as the thick brown eyelashes swish soundlessly as Ben blinked, the brunette's stunning green eyes focusing on him. He never really looked into those green depths. They looked like shining emerald jewels…

Kevin gulped nervously, forcing himself to look anywhere but those eyes. He shivered as he remembered Big Chill's spine chilling voice as he whispered at his ear: The overwhelming feeling to **dominate** the boy…

"Is it really that bad?" Ben asked in a small whisper, snapping Kevin out of his mind. He was thankful for it though…

"No… well, yes…" He struggled for the answer. "Okay it's both."

Ben winced at the answer; he didn't like the sound of that. He sighed and carefully laid himself back on his soft bed and stretched out his legs, brushing by Kevin's hand. He placed his arms behind his head, ignoring the slight achiness and said, "Let's just get this over with…"

"Kevin?" Ben asked, "Are you okay? What's wrong?"

Forcing himself to look away, he shrugged. "I was just remembering what Big Chill told Gwen and me…"

"Tell me about it," Ben said looking at the pale ceiling. "Gwen left, that means she obviously won't tell me."

"Uh, Benji, it will be sort of… weird and embarrassing," He paused for a moment, "So be prepared."

Ben took in a deep breath and held it in, then nodded, silently telling Kevin that he could speak.

"When you passed out, he told us many things. Things that even gave me the shivers." He began, "So don't go and freak out on me here."

Ben let out the air he had in his lungs to say, "Okay, go on."

The brunette was surprised at himself for being too calm right now. Maybe it was just the shock from the earlier news just settling in, or maybe he was just still too out of it to even register and sink in what Kevin and Gwen had told him earlier… he didn't know. What he did know was that he knew that this was going to be bad news, even if there were loopholes around it.

"Big Chill told us about how you can make the babies, when you can make them, and how to avoid it." the raven haired teen started. "Big Chill's species reproduces asexually, but he told me and Gwen that you couldn't do that-"

"Then how can it happen?" Ben asked, interrupting Kevin.

"I'm getting there…" He answered his friend, then after a pause of recalling of where he left off, he continued. "He told us that you couldn't do that because our species, humans reproduce sexually not asexually…

Ben sat straight up suddenly, crossed legged, slightly hissing at the protesting muscles and stared at the ceiling, then turned his head to look at his window, then the clock on his bedside table. He looked anywhere but Kevin. He didn't want to look in his friends eyes because he knew his face was hot and was probably the colour of a strawberry… hmm, strawberry. A strawberry smoothie sounds nice right about now…

"Ben?"

Remembering the conversation that he and Kevin were still having, and once he was sure that his face didn't feel too hot anymore, turned to look at his friend; who was staring back at him with narrowed, questioning eyes. Kevin opened his mouth to speak, to ask Ben if he still wanted to continue, but the brunette beat him to it.

"So that means that if I…" He paused suddenly feeling the red, hot blush spread across his cheeks. He couldn't continue.

Kevin understood even though there were no words to say it, and nodded.

Ben was on the center of his bed, in the fetal position but his chin was resting on his knees instead of being hidden in the small space between his chest and knees. He looked around slightly, without moving his head, and found that it was orange all around him. The sun was finally beginning to set and there was an orange hue engulfing Ben's room.

A sigh escaped the teenager's lips as he started replaying some parts of what Kevin and Gwen had told him after he woke up.

_Big Chill told us about how you can make the babies_

_Humans reproduce sexually not asexually…_

_So that means that if I…_

Ben stopped there. He didn't want to continue the memory. He sighed and thought about the dream he had.

What did Big Chill mean by 'the Conqueror'? Who was he? Or she? And why is this person coming here?

The boy shook his head a little. It was just a dream. The brain always made things up. But then again, it was Big Chill he was talking about here. If anything, whatever the alien said, Ben found it hard not to believe him. But… Should he tell Kevin and Gwen about his strange dream? The boy wondered whether or not it was a bad idea.

He just didn't know what to do. And it made him want to curl up into a tighter ball than he was already in and never leave his room.

But reality was a bitch. He had to go out and protect. It was his duty.

Then a thought occurred to him. The sore, achy feeling he had all over his body… would he have it forever? If he changed into one of his other halves, would he feel it as them too? The brunette sighed, deciding that he should try it rather than to think it.

He, ever so slowly, got out of the position he was in and just sat on top one of his pillows while he leaned his back against the headboard. It hurt. Before, it only hurt when he would move stiff and fast. But now, just the slowest and softest bit of movement; he hurt a lot more. It was getting bad. Kevin told him that he and Gwen asked Big Chill why he, Ben, suddenly got sore and achy and that the alien told them that it was just his body reacting to the…

The _womb_… that was developing inside his belly.

Beautiful pools of green, emerald eyes slowly found their way to a flat stomach covered by his black T-shirt. He slowly guided his right hand towards the black fabric. Slowly, because it hurt, but also slowly because he was afraid. He hesitated, the tips of his fingers just barely touching the soft fabric of his shirt. After a moment of just staring at the black cloth, he grit his teeth and took a lung full of air; which probably wasn't the smartest thing to do because when his lungs expanded, it hurt his sides and his ribs. He whimpered slightly and sucked it up anyways and blinked back the barely noticeable tears from his eyes. Then he pinched the rim of the black shirt with his thumb and pointer finger, slowly dragging the fabric up; revealing his flat belly. It looked normal. Well, on the outside it did, but on the inside… He stared at his belly for a moment longer. His skin was lightly a pale, creamy colour and soft to the touch. He had no abs, he was slim. The kind of slim that almost resembled that of a girl, which he always sulked about.

Hesitant fingers made their way towards his belly. His finger tips lightly brushed the skin under his belly button, but that was all it took for the boy's skin to ache and flinch at the touch.

_What the heck…? _Ben thought. _Why did it do that? _

Ben slowly dragged a single finger across his belly, starting from his belly button up to just below his ribs. His skin shuddered so bad that the achy pain bloomed once again. He didn't understand what was happening. Why was his body reacting like this?

Out of habit, he rubbed one of his temples; nearly getting whiplash when his head flinched away from it, straining his neck. He shut his eyes tight, hissing slightly at the pain. It took Ben a few minutes to collect his thoughts and make sense of them. But it only took him a few seconds to realize what he had just experienced.

Even he was sensitive to his own touch.

That just didn't make any sense to him. Kevin had told him that Big Chill said it was just his body getting used to the foreign object in his body. But was it supposed to hurt this much? Didn't make sense at all.

He stood up from the bed and onto the floor, groaning at the painful, achy feeling in his legs. Then, took a deep- but not too deep to make it painful- breath and directed his hand towards the omnitrix. Once choosing the alien he wanted to transform into, pressed onto the glowing device, changing into Big Chill.

The boy stood absolutely still after the transformation, not wanting to feel pain through this body too. He hesitantly stretched out the butterfly-like wings and found that the achy feeling was still there, but not enough to be unbearable. Ben thought it was a bittersweet feeling, but it was better than not being able to move at all from pain. But the teen had a feeling that this wasn't going to last for very long and reduce to just feeling the pain when he was in his normal, human body.

Then, Big Chill pressed on the symbol on his chest and transformed into Spider-Monkey.

Big mistake.

From the moment the boy pressed on the green, glowing symbol, he felt his whole anatomy seize up in agonizing pain. From his bones snapping and rearranging, down to every last blood cell in his body; and the after math of all this: a trembling Spider-Monkey, curled up whimpering in pain, on the floor. His tail was wrapped around his waist, desperate for the pain to go away.

Spider-Monkey took in a deep breath and held it, grunting in pain when he inched one if his many hands to get closer to his chest to press on the green symbol. It hurt so much to move, the alien found himself biting the inside of his cheek in concentration, and finally, finally, was able to add enough pressure to the omnitrix symbol on his chest and changed back to Ben.

The boy ever so slowly got up from his painful position on the floor on shaky legs. He hurt everywhere. Ben sat on the bed, curled up in pain, and thought about calling Kevin or Gwen to bring pain killers or something. But since these sore, achy pains are from alien stuff, would pain killers really help him? The brunette mentally shrugged, to scared to do it physically, and decided to wing it.

"It's worth a try," he mumbled under his breath to himself. Then he got out his phone and dialed Gwen's number.

It only took half of the first ring when the charm caster answered her phone. That was fast.

_"Ben?" _her voice sounded mixed between relieved and concerned at the same time to Ben.

"Aww…" Ben started, somewhat amused at the tone of her voice. "You do care for me, answering the phone rather quickly and sounding like that and all."

_"Shut up, Ben," _she said playfully, half annoyed that her cousin would tease her at a serious time like this. _"What's up? Do you hurt? Do you need something? How about a smoothie?"_

Ben smiled at his cousin through the phone. All the questions…

"Slow down, Gwen," he chuckled, "I can't keep up with you, and yeah, I do need something, and a smoothie does sound good right about now."

He slowly turned towards the window, wincing slightly at the pain on his ribs. It was getting dark… Maybe he could wait until tomorrow to get these things.

"You know what, it's getting late," He began, "maybe tomorrow if I feel better-"

_"No, Ben," _Gwen interrupted, _"for you, right now, it's never too late, and you need us. And Kevin and I are here for you. Now what happened and what do you need?"_

_Ah, what the heck,_ Ben thought. When she put it that way, it was almost hard not to resist and say no.

"Well, if you insist," the brunette said after a moment of thinking. "I've been feeling really sore, like a _lot_ lately. And it hurts too much, and I was wondering if you or Kevin could bring me some pain killers or something…"

_"Of course, Ben," _The charm caster said immediately, she was worried for Ben. _"Either me or Kevin or both of us will be there soon, just bare with it for a little while longer."_

"Thanks, cuz'," The teen said with a smile on his face, "I'll be waiting here, see you soon."

When Ben hung up the cell phone, he almost wanted to cry. But crying's for wimps. He felt so happy; knowing that his closest friends and family actually did care about him lifted his mood up slightly.

Ben felt his face heat up and he slowly reached his free hand up towards his face, slowly brushing his cheek with his fingertips. The brunette realized that he was blushing. The blush was burning hot. Too hot. Was that normal? Now that his body changed from the inside? It was strange, but what made this whole situation stranger was that his face didn't flinch this time; instead he was _leaning_ into the touch.

_What the heck?_

Curiously, he traced his fingers over his jaw and down to the crook of his neck. His reaction was strange and immediate. The boy shivered and fell back, his back hitting the soft bed with a _'thump'_, he covered his mouth with his hand and hissed in pain at the sudden movement and forced himself to stay still. What was that? His body was acting so strange now that it went though some changes, but he didn't think that it would be this strange.

Ben sighed and relaxed his body after a while. He let his hand drop from his mouth and fall onto the pillow beside his head. Right now, he was currently debating whether or not he should Gwen and Kevin about what had just happened, and yeah, it was probably a good idea to tell them. Another sigh and he settled in his bed covers, waiting for his cousin and his friend to bring him the stuffs he asked for and didn't realize that he fell asleep.


End file.
